{"schema_version":"secwatch.filing_event.v1","accession":"0001477932-25-009247","form_type":"8-K","ticker":"KIDZ","cik":"0002022308","company_name":"Classover Holdings, Inc.","filed_at":"2025-12-30T23:59:59+00:00","discovered_at":"2026-05-14T18:02:41.345446+00:00","generated_at":"2026-05-16T12:03:05.364904+00:00","sec_items":["1.01","3.02","3.03","5.03","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Classover exchanges $2M notes for Series C Preferred; redomesticates to Nevada","bullets":["Exchanged $2M of Senior Secured Convertible Notes (issued June 2025) for 2,000 shares of Series C Preferred Stock under Section 3(a)(9).","Series C Preferred has a 7% annual dividend payable in common stock or capitalized; convertible at $0.2029/share with a floor of $0.04058.","Conversion price subject to anti-dilution adjustments; trigger events increase dividend to 18% and allow alternate conversion at a discount.","Redomestication from Delaware to Nevada effective Dec 24, 2025; no change in business or management; KIDZ and KIDZW continue on Nasdaq.","Company must seek stockholder approval by March 31, 2026 for all shares issuable upon conversion of Series C Preferred."],"urls":{"canonical":"https://secwatch.observer/filing/0001477932-25-009247","json":"https://secwatch.observer/filing/0001477932-25-009247.json","markdown":"https://secwatch.observer/filing/0001477932-25-009247.md","text":"https://secwatch.observer/filing/0001477932-25-009247.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/0001477932-25-009247-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/class_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T12:03:05.364904+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"17318e12976c6422243ab99207da9967e23b412f","claim":"Classover Holdings, Inc.: Company redomesticated from Delaware to Nevada, adopting a new Nevada charter and new Nevada bylaws effective December 24, 2025 (effective 2025-12-24).","evidence_excerpt":"On December 24, 2025 (the “Effective Time”): · the Company’s domicile changed from the State of Delaware to the State of Nevada; · the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and instead became governed by the laws of the State of Nevada; and · the Company ceased to be governed by the Company’s existing amended and restated certificate of incorporation and amended bylaws and instead became governed by the Nevada Charter and the Nevada Bylaws.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/0001477932-25-009247-index.htm","confidence":0.9},{"claim_id":"5047785b57c7855f704d5d3440a2d54630c62358","claim":"Classover Holdings, Inc. entered into Exchange Agreement with institutional investor valued at Exchange of $2,000,000 of Senior Secured Convertible Notes for 2,000 shares of Series C Convertible (effective 2025-12-29).","evidence_excerpt":"On December 29, 2025, Classover Holdings Inc., a Nevada corporation (the “ Company ”), entered into an Exchange Agreement (the “ Exchange Agreement \") with an institutional investor who is the holder of its Senior Secured Convertible Notes issued on June 6, 2025 (the “ Notes ”) pursuant to a Securities Purchase Agreement, dated as of May 30, 2025, between the Company and the Holder (the “ SPA ”). The Exchange Agreement provides, among other things, for the Holder to initially exchange (the “ Initial Exchange ”) $2,000,000 of the Notes (including principal and interest) for 2,000 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “ Series C Preferred Stock ”), and, upon the mutual written agreement of the Company and the Holder, for the Holder to subsequently exchange additional amounts of the Notes (including principal, interest and other amounts outstanding with respect thereto) for additional shares of Series C Preferred Stock (the “ Additi","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/0001477932-25-009247-index.htm","confidence":0.95}],"comparable_filings":[{"accession":"0001185185-26-002273","ticker":"DGAC","company_name":"DISCIPLINED GROWTH ACQUISITION Corp","filed_at":"2026-06-01T20:15:34+00:00","headline":"Disciplined Growth Acquisition Corp. closes $150M IPO on NYSE","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change, material_agreement","same SEC item: 1.01, 3.02, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001185185-26-002273","json":"https://secwatch.observer/filing/0001185185-26-002273.json","markdown":"https://secwatch.observer/filing/0001185185-26-002273.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/0001185185-26-002273-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/dgac8k052926.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On December 24, 2025 (the “Effective Time”): · the Company’s domicile changed from the State of Delaware to the State of Nevada; · the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and instead became governed by the laws of the State of Nevada; and · the Company ceased to be governed by the Company’s existing amended and restated certificate of incorporation and amended bylaws and instead became governed by the Nevada Charter and the Nevada Bylaws.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/0001477932-25-009247-index.htm","comparable_excerpt":"On May 26, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on May 26, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/0001185185-26-002273-index.htm"}},{"accession":"0001104659-26-066610","ticker":"BNBX","company_name":"BNB PLUS CORP.","filed_at":"2026-05-27T12:15:32+00:00","headline":"BNB Plus Corp. raises up to $5M in convertible preferred equity private placement and warrant inducement","event_type":"other_material","sec_items":["1.01","5.03","3.02","3.03","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-066610","json":"https://secwatch.observer/filing/0001104659-26-066610.json","markdown":"https://secwatch.observer/filing/0001104659-26-066610.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/744452/000110465926066610/0001104659-26-066610-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/744452/000110465926066610/tm2615620d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On December 24, 2025 (the “Effective Time”): · the Company’s domicile changed from the State of Delaware to the State of Nevada; · the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and instead became governed by the laws of the State of Nevada; and · the Company ceased to be governed by the Company’s existing amended and restated certificate of incorporation and amended bylaws and instead became governed by the Nevada Charter and the Nevada Bylaws.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/0001477932-25-009247-index.htm","comparable_excerpt":"In connection with the Offering, the Company’s Board of Directors (the “Board”) approved a certificate of designation (the “Series B-1 Certificate of Designation”) fixing the voting powers, designations, preferences and rights and the qualifications, limitations or restrictions of Series B-1 Convertible Preferred Stock, par value $0.001 per share (the “Series B-1 Preferred Stock”), a newly created series of preferred stock of the Company, which became effective upon its filing with the Secretary of State of the State of Delaware on May 26, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/744452/000110465926066610/0001104659-26-066610-index.htm"}},{"accession":"0001437749-26-018930","ticker":"CPSH","company_name":"CPS TECHNOLOGIES CORP/DE/","filed_at":"2026-06-01T13:35:50+00:00","headline":"CPS Technologies closes $9.6M registered direct offering of 1.2M shares at $8.00/share","event_type":"other_material","sec_items":["1.01","5.03","8.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: governance_change, material_agreement","same SEC item: 1.01, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-018930","json":"https://secwatch.observer/filing/0001437749-26-018930.json","markdown":"https://secwatch.observer/filing/0001437749-26-018930.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/0001437749-26-018930-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/cpsh20260528_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On December 24, 2025 (the “Effective Time”): · the Company’s domicile changed from the State of Delaware to the State of Nevada; · the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and instead became governed by the laws of the State of Nevada; and · the Company ceased to be governed by the Company’s existing amended and restated certificate of incorporation and amended bylaws and instead became governed by the Nevada Charter and the Nevada Bylaws.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/0001477932-25-009247-index.htm","comparable_excerpt":"On May 27, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Amendment”) of the Company’s Restated Certificate of Incorporation, effective as of the same date. The Amendment increased the number of shares of common stock, $0.01 par value per share (the “Common Stock”), that the Company is authorized to issue from 20,000,000 to 25,000,000.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/0001437749-26-018930-index.htm"}},{"accession":"0001104659-26-068595","ticker":"ZSPC","company_name":"zSpace, Inc.","filed_at":"2026-06-01T12:00:56+00:00","headline":"zSpace restructures $12M debt via equity conversion; creates Series P-2 preferred","event_type":"other_material","sec_items":["1.01","1.02","2.03","3.02","5.03","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068595","json":"https://secwatch.observer/filing/0001104659-26-068595.json","markdown":"https://secwatch.observer/filing/0001104659-26-068595.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1637147/000110465926068595/0001104659-26-068595-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1637147/000110465926068595/tm2616116d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On December 24, 2025 (the “Effective Time”): · the Company’s domicile changed from the State of Delaware to the State of Nevada; · the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and instead became governed by the laws of the State of Nevada; and · the Company ceased to be governed by the Company’s existing amended and restated certificate of incorporation and amended bylaws and instead became governed by the Nevada Charter and the Nevada Bylaws.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/0001477932-25-009247-index.htm","comparable_excerpt":"On May 28, 2026, the Board approved a Certificate of Designations of Series P-2 Convertible Preferred Stock of zSpace, Inc. (the “Series P-2 COD”), creating a new series of preferred stock designated as “Series P-2 Convertible Preferred Stock” upon filing with the Secretary of State of the State of Delaware.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1637147/000110465926068595/0001104659-26-068595-index.htm"}},{"accession":"0001193125-26-249692","ticker":"ELOX","company_name":"Eloxx Pharmaceuticals, Inc.","filed_at":"2026-06-01T11:00:19+00:00","headline":"Eloxx Pharma: 1-for-11 reverse stock split effective May 29; appoints two independent directors","event_type":"other_material","sec_items":["3.02","3.03","5.03","5.02","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change","same SEC item: 3.02, 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-249692","json":"https://secwatch.observer/filing/0001193125-26-249692.json","markdown":"https://secwatch.observer/filing/0001193125-26-249692.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1035354/000119312526249692/0001193125-26-249692-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1035354/000119312526249692/d261568d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On December 24, 2025 (the “Effective Time”): · the Company’s domicile changed from the State of Delaware to the State of Nevada; · the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and instead became governed by the laws of the State of Nevada; and · the Company ceased to be governed by the Company’s existing amended and restated certificate of incorporation and amended bylaws and instead became governed by the Nevada Charter and the Nevada Bylaws.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/0001477932-25-009247-index.htm","comparable_excerpt":"On May 29, 2026, the Company filed with the Secretary of State of the State of Delaware (the \"Delaware Secretary of State\") a Certificate of Amendment to its Certificate of Incorporation (the \"Certificate of Amendment\") to effect the Reverse Stock Split and Authorized Share Reduction.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1035354/000119312526249692/0001193125-26-249692-index.htm"}},{"accession":"0001104659-26-068521","ticker":"FDXF","company_name":"FedEx Freight Holding Company, Inc.","filed_at":"2026-06-01T10:46:03+00:00","headline":"FedEx Freight completes spin-off from FedEx; $600M drawn, new board and executives appointed","event_type":"other_material","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068521","json":"https://secwatch.observer/filing/0001104659-26-068521.json","markdown":"https://secwatch.observer/filing/0001104659-26-068521.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2082247/000110465926068521/0001104659-26-068521-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2082247/000110465926068521/tm2615735d2_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On December 24, 2025 (the “Effective Time”): · the Company’s domicile changed from the State of Delaware to the State of Nevada; · the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and instead became governed by the laws of the State of Nevada; and · the Company ceased to be governed by the Company’s existing amended and restated certificate of incorporation and amended bylaws and instead became governed by the Nevada Charter and the Nevada Bylaws.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/0001477932-25-009247-index.htm","comparable_excerpt":"As of 9:30 a.m., Eastern Time, on May 27, 2026, the certificate of incorporation of the Company was amended by the certificate of amendment to the certificate of incorporation of the Company (the “Certificate of Amendment”), which, among other things, (i) created and authorized 500,000,000 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), and (ii) converted the total number of shares of the Common Stock issued and outstanding into a number of validly issued, fully paid, and non-assessable shares of the Common Stock authorized for issuance pursuant to the Certificate of Amendment equal to 149,505,248.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2082247/000110465926068521/0001104659-26-068521-index.htm"}},{"accession":"0001829126-26-005831","ticker":"FXAC","company_name":"FortuneX Acquisition Corp","filed_at":"2026-05-29T21:32:49+00:00","headline":"FortuneX Acquisition closes IPO of 8.625M units at $10/unit, raising $86.25M gross","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-005831","json":"https://secwatch.observer/filing/0001829126-26-005831.json","markdown":"https://secwatch.observer/filing/0001829126-26-005831.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2121703/000182912626005831/0001829126-26-005831-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2121703/000182912626005831/fortunexacq_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On December 24, 2025 (the “Effective Time”): · the Company’s domicile changed from the State of Delaware to the State of Nevada; · the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and instead became governed by the laws of the State of Nevada; and · the Company ceased to be governed by the Company’s existing amended and restated certificate of incorporation and amended bylaws and instead became governed by the Nevada Charter and the Nevada Bylaws.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/0001477932-25-009247-index.htm","comparable_excerpt":"On May 19, 2026, the Company adopted its Amended and Restated Memorandum and Articles of Association, which became effective upon the effectiveness of the Company’s Registration Statement.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2121703/000182912626005831/0001829126-26-005831-index.htm"}},{"accession":"0001213900-26-061493","ticker":"OHAC","company_name":"Oceanhawk Acquisition Corp.","filed_at":"2026-05-27T20:01:23+00:00","headline":"Oceanhawk Acquisition Corp. closes upsized $160M IPO of 16M units at $10/unit","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061493","json":"https://secwatch.observer/filing/0001213900-26-061493.json","markdown":"https://secwatch.observer/filing/0001213900-26-061493.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2090787/000121390026061493/0001213900-26-061493-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2090787/000121390026061493/ea0292099-8k_oceanhawk.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On December 24, 2025 (the “Effective Time”): · the Company’s domicile changed from the State of Delaware to the State of Nevada; · the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and instead became governed by the laws of the State of Nevada; and · the Company ceased to be governed by the Company’s existing amended and restated certificate of incorporation and amended bylaws and instead became governed by the Nevada Charter and the Nevada Bylaws.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/0001477932-25-009247-index.htm","comparable_excerpt":"On May 20, 2026, the Company filed its Amended and Restated Memorandum and Articles of Association in the Cayman Islands.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2090787/000121390026061493/0001213900-26-061493-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}